Contract analysis

14. GMP Mount Juliet LLC C. Each Target Entity owns and operates one commercial real property. In the aggregate, the portfolio comprises fourteen (14) properties located across five (5) states — specifically, four (4) properties in the State of Georgia, three (3) properties in the State of Texas, three (3) properties in the State of Florida, three (3) properties in the State of Tennessee, and one (1) property in the

Section 8.2(d)(i) of the PSA sets forth the conditions precedent relating to the delivery of Estoppel Certificates. The requirements contained therein, as modified by the First Amendment dated April 12, 2024 (the "First Amendment"), are summarized below in substance: (a) Seller shall deliver, or cause to be delivered, to Buyer executed Estoppel Certificates from tenants under the Leases representing not less than eig

Section 8.2(d)(ii) of the PSA sets forth the conditions precedent relating to the execution and delivery of subordination, non-disturbance and attornment agreements. The requirements contained therein are summarized below in substance: (a) Buyer is obligated to deliver SNDAs to all Major Tenants, defined for purposes of the SNDA condition as tenants with annual base rent of One Million Five Hundred Thousand Dollars (

1. The PSA requires Estoppel Certificates covering not less than 80% of total ABR, which equals $59,840,000 (80% × $74,800,000). The aggregate ABR covered by received Estoppel Certificates is $68,371,200, exceeding the required threshold by $8,531,200.

2. All eight (8) Leases for which Estoppel Certificates were not received are held by tenants occupying fewer than 25,000 RSF; none is classified as a Major Tenant under the PSA.

3. ABR figures are rounded to the nearest $1,000 for presentation purposes. Totals are calculated from unrounded figures and may reflect minor rounding adjustments. EXHIBIT B Summary of SNDA Status The following table sets forth, on a property-by-property basis, the status of Major Tenant SNDA execution and delivery as of the Closing Date (June 6, 2024). "Major Tenant" for purposes of the SNDA condition is defined as

1. The four (4) outstanding SNDAs are subject to the post-closing delivery arrangement set forth in the SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024. Seller has agreed to use commercially reasonable efforts to cause the four (4) remaining tenants to execute and deliver their respective SNDAs within thirty (30) days following the Closing Date (i.e., on or before July 6, 2024).

2. A holdback of $200,000 from Seller's closing proceeds has been withheld and is held in escrow by the Title Company pending delivery of the four (4) outstanding SNDAs. Upon delivery of all four (4) outstanding SNDAs within the 30-day post-closing delivery period, the holdback will be released to Seller in its entirety.

3. The lender breakdown for the 38 required SNDAs is as follows: Pinnacle Federal Bank, N.A. — 22 SNDAs (20 executed, 2 outstanding); Veltrano Capital Lending Corp. — 12 SNDAs (11 executed, 1 outstanding); Sycamore Life Insurance Company — 4 SNDAs (3 executed, 1 outstanding).

4. Cross-reference: SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024, executed by Greystone Meridian Partners Fund III, L.P. (as Seller) and Fairwater Real Estate Investment Trust (as Buyer). This Certificate, including Exhibits A and B, comprises the complete Estoppel and SNDA Compliance Certificate delivered by Calderwood & Harkness LLP in connection with the closing of the transaction contemplated by the